MarketAxess (MKTX) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2020

MarketAxess Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34091	52-2230784
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

55 Hudson Yards

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 813-6000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.003 per share	MKTX	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 10, 2020, MarketAxess Holdings Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). A total of 34,455,778 shares of common stock were present or represented by proxy at the 2020 Annual Meeting, representing 91.87% of the issued and outstanding shares entitled to vote at the meeting. The proposals voted upon and the final results of the vote were as follows:

Proposal 1 — Election of Directors. The results were as follows:

Director	For		Against		Abstain		Broker Non-Votes
Richard M. McVey		32,288,257		718,848		144,803		1,303,870
Nancy Altobello		33,079,008		68,501		4,399		1,303,870
Steven L. Begleiter		32,653,438		493,614		4,856		1,303,870
Stephen P. Casper		31,992,123		1,155,241		4,544		1,303,870
Jane Chwick		32,798,658		348,907		4,343		1,303,870
Christopher R. Concannon		32,727,013		420,364	��	4,531		1,303,870
William F. Cruger		31,619,027		1,528,314		4,567		1,303,870
Justin G. Gmelich		33,090,877		56,479		4,552		1,303,870
Richard G. Ketchum		33,073,820		73,489		4,599		1,303,870
Emily H. Portney		33,080,310		67,275		4,323		1,303,870
Richard L. Prager		33,091,138		56,428		4,342		1,303,870
John Steinhardt		32,490,705		654,590		6,613		1,303,870

Proposal 2 — Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The results were as follows:

For		Against		Abstain
	33,765,368		618,494		71,916

Proposal 3 — Advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the SEC’s compensation disclosure rules (referred to as the “say-on-pay” proposal). The results were as follows:

For		Against		Abstain		Broker Non-Votes
	31,068,873		2,073,339		9,696		1,303,870

Proposal 4 — Approval of the adoption of the MarketAxess Holdings Inc. 2020 Equity Incentive Plan. The results were as follows:

For		Against		Abstain		Broker Non-Votes
	30,767,279		2,377,769		6,860		1,303,870

For more information on the 2020 Annual Meeting and the foregoing proposals, see the Company’s 2020 Proxy Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARKETAXESS HOLDINGS INC.
Date: June 12, 2020	By:	/s/ Scott Pintoff
		Name:	Scott Pintoff
		Title:	General Counsel and Secretary

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